Ben 10X
by Star AJT 84
Summary: Ben Tennyson, 20 years old, he continues his hero work. Strangely, he also receives a device that made the Omnitrix gain the ability to armor Ben and help him in his battle against evil. partially based off from 'Guyver'


Ben 10X 

1) From Twenty to Infinity

The Omnitrix, it's been exactly a decade since the alien wristwatch attached itself to the wrist of the human 10-year-old, Benjamin Tennyson, and with its help it turned him into a hero capable of shapeshifting into one of ten other heroic extraterrestrial life forms, and grew from there.

At first, Ben was also using it to create mischief (like any typical kid would, but on a higher level) except when serious trouble brewed, but as more enemies came around the dangers grew. Ben even knew after all the things he's been through; he had to be ready, toying with the Omnitrix until he finds something new about it, including a new form.

The only full-time allies he had with him were his cousin, Gwendolyn Tennyson, and their grandfather, Max.

Gwen shares the same birthday with Ben, much to their dislike at first, and is the voice of reason, which Ben hardly ever listens to before it's too late. They've butt heads and almost never got along, but deep down ever since the Omnitrix came into their lives they've grown to deeply care about each other and respect one another immensely but dislike showing it.

Grandpa Max (as his grandchildren, Ben and Gwen, call him) is a retired army man (among other things) and Plumber, but not one of those regular plumbers that install, maintain, or fix plumbing, but a member of a codenamed government organization that dealt with extraterrestrial, paranormal, or other situations while others could not whom were based beneath Mount Rushmore. With his keen sense for adventure and strange taste in food, he ended up taking his grandkids on an adventure of all their lives.

The changes in their lives have shaped them up within the decade, but due to different personal or individual events, they hardly ever see each other after the end of their third summer with the Omnitrix. So he hardly knows what becomes of them anymore.

As for Ben… he is alone, after he graduated from school, he went off as a wanderer, going wherever destiny calls him… to fight and protect.

One night, in a shipping facility in San Francisco, a group of mobsters came around ripping open shipment crates to steal whatever's inside. Through the cloud of steam one of the mobsters finds himself shadowed by a giant with what appeared to be for arms.

Hearing the intense sound of a punch landing, the mobsters looked around, guns first, for the source of the sound. Out from the steam cloud, was one of their own with his body which is somehow crushed in the chest, flying into one of the crates, slowly followed by a four-armed red-and-black muscular giant with four powerful arms and in a bodysuit reassembling a white muscle shirt with black pants. (Ben as Four-arms)

Four-arms glared at the mobsters with his four yellow eyes and asks, "Why would a bunch of human thugs, like you, go and steal dolls?" the boss of the mafia answers, "These plastic dolls contain cocaine and we plan to melt them down and sell it." The four-armed giant glares at them even more, "So, you're drug dealers." He claps all four of his hands toward the 'merchandise', creating a sonic wave that shattered them to small bits, revealing the white powder within it. Four-arms said, "Looks like you're out of the toy business, fellas."

Enraged at the destruction of their property, they shot a hail of bullets at Four-arms, but to no avail. The four-armed giant says, "All that does is make me angry." At that, he began mauling the mafia into pulp (luckily recognizable for cops to analyze), five at a time, until he got to their boss——

Four-arms transformed into a human (Ben); Ben is now a muscular 20-year-old man in a white shirt with a black jacket and brownish green pants. The Omnitrix on his wrist has become an armored cuff-like version of itself with Ben's aging.

He said to the mafia boss, "Charles 'the Spectral Serpent' Mahoney, charged for medical violations, drug trade, and countless murders… I hereby make your job run short." The mob boss, Charles, asks in the frightened tone, "And how is that going to happen?" Ben delivered a punch the Charles' face, which knocked him out cold. Hearing police sirens from a distance, Ben said, "I think it's time for me to leave. Even if the bounty on you is worth 960 grand."

Right before he left, he turned into Stink-fly, which now has more pronounced insect features, and used his tail's stinger to cut a signature into the steel wall before flying off in a flash!

The police arrived, just to find remains of a crime scene halted and a couple of freaked out security guards. A blonde-haired police officer, in regular civilian clothes, comes in and takes a good look at the wreck; she inspects the dust, and replies "Cocaine… in dolls. Now we know that Mahoney's the one behind some of these past few drug running operations."

A balding detective says to her, "Officer Kent, that does not explain why his thugs were beaten up or who did it." Officer Kent points to the wall behind him and she says to him, "Detective Trent, I know who is responsible; and he left us his signature." Trent looks behind him to find cut-holes in the wall reading 'B-10'. He groans, "That mysterious vigilante _again_? This is twelfth time this week!"

Officer Kent sarcastically replies, "Well… for the last 10 years, you should've been working instead of sitting on your butt eating doughnuts and watching football."

—————

The next day later in a gymnasium, Ben was in the gym working out while being a weightlifting instructor for four to eight people. The owners of the gym pay him as long as he gives them half of what he earns, but he give them a quarter more than what they've asked for, because secretly he needs his strength and power increased if ever 'goes hero' next time.

When he called his group that their session was over, they left, only to have him visited by a lovely brown-haired woman in purple gym cloths that fit really well with her figure and a black-haired fellow with a duffle bag over his shoulder. Ben knew her too well as Jennifer Knox, an investigative news reporter for Channel 32 News; he saved her and her city from an alien attack 5 years ago.

He turned away from her as she starts, "Good morning, Mr. Tennyson, is it a good time to talk?" Ben looks at a pocket watch, which his father gave to him two years back; he keeps one since he can't wear a regular wristwatch, and says to her, "No, I don't. Please go away, Ms. Knox." before walking off.

But Jennifer was not one to stop; she followed Ben, with her partner in tow. She saw Ben change into aliens several times before in the past and pursued him relentlessly to get the scoop about him. "I've heard from Sergeant Joanne Kent last night that you've caught and defeated Charles 'the Spectral Serpent' Mahoney, as well as discover about his secret drug trade. Yet you didn't bother about the bounty on his head." Ben didn't reply because he knew if the whole world found out, his whole reputation would be demolished and many enemies he made on Earth would pursue him too.

She followed him as far as the doors of his apartment, he was being bombarded with questions like "What do you like about Grey-matter?" "How far can Upgrade stretch?" and even "How did you get that watch?" but Ben slammed the door on her and locks it before she could get in there and try to get to him.

The room Ben is lives in practically has _nothing_ at all in it but a suitcase, because he chose to travel instead of staying in one place.

Outside the door, Jenny waited for the right moment until Ben unlocks the door.

—————

In another part of the city, under the Golden Gate Bridge…

A 52-year-old scientist in a white lab coat was clutching onto a black container, while a group of thugs that are somewhat similar to Acid Breath, Fright-wig, and Thumb-skull (but not exactly them, someone else entirely) surrounded and began mugging him. One of the pale-skinned and yellow-toothed freaks said, "Hand over the container, Doc." The scientist said, "Never."

Then the doctor's hands began developing white fish scales upon his skills as he bore shark-like teeth at his attackers, who panicked in return at the sight of his transformation. An angler popped right on top of his forehead. He transformed into a Pisccis Volann (commonly known as Rip-jaws) dressed in only the white lab coat and black shorts that used to be pants!

Then he said to the white-skinned freaks, "I won't give this device to you mutants, not even to the Kithulu Corporation!" He attacked with his teeth, scaring away the attackers. Terrified of what they were dealing with, the pale freakish thugs ran away in fear. As soon as they left his point of view, he gasps for breath and finds a river and dives in, taking the container with him.

Deep in the water, "I pray to that an innocent soul would hurry and pick up the real unit… and fast."

—————

Ben woke up at dawn's first light… he got his things ready for another day's work and walked out the door—— only to find Jenny Knox sleeping on his doorstep. He whispered to himself, "I've got to move into a apartment complex for men."

—————

In a gigantic black cylinder-shaped building in San Francisco…

The white mutant thugs that tried to mug the scientist last night are strapped in specialized black-colored straightjacket while sitting before a flabby 70-year-old man with short-trimmed grey hair dressed in a grey Italian suit. They were still shaking in fear from the frightening experience against the fish monster scientist they tried to mug, but they were able enough to explain all the details to him…

The middle-sized freak finished, "And that's how it happened last night, sir." the businessman before them calmly said, "So… Dr. Jacob Takagi got away with the package containing this world's only three OE Units… you thought it was money so you tried to mug him, then turns into a fish-like monster, mentions our noble corporation, and threatened to chomp on you. As a result, you panicked and ran."

The large one asks, "Exactly what is the Kithulu Corporation, sir?" A muscular human man appeared out of the darkness and said, "_That_ would be _us_, numbskull." Then the muscular titan changed into a Tetramand version of himself dressed in the blue military uniform he was originally wearing (except it's not damaged).

Frightened of the new transformed threat to them, the thugs screamed in a very high pitch!

The 70-year-old man, unfazed by the transformation of one of his subordinates, said, "Excuse me, Risker." The four-armed titan gulped in worry, "Yes, Mr. Kraken?" Mr. Kraken snapped his fingers, "You may proceed with their execution." The pale humanoid mutants exclaimed, "Execution?" Mr. Kraken explains, "I've hired the seven of you to retrieve the package Dr. Takagi stole from us and kill him once he was down. But you proven yourselves afraid of the unknown, so you don't deserve the money or even your puny little lives."

Feeling insulted and scared, the seven freaks retaliated by escaping! The first one tried to attack Mr. Kraken with stretching arms, but Risker crushed his boss's attacker's skull in with his upper left arm's elbow. The second one, the large one, opened his mouth so wide that he tried to eat the four-armed red giant, but his lunch shot a sonic wave into his mouth and destroyed him from the inside. The other four before the last got killed in the most gruesome ways. The last one, the middle-sized female, was too scared to attack. Risker grabbed her by her four limbs with his four hands and said, "Hasta la Vista, Dopey." Then he tore her apart!

Mr. Kraken presses a button on the intercom on his desk, "Jessica, send in the janitor. Oh! And make sure he's brought enough shampoo for the carpet."

—————

After Ben finished work that night, he decided to take a walk close to the Golden Gate Bridge. He stopped for a rest under that bridge, just to run into a normal human street gang. He recognized their leader as one of the other instructors back at the gym he works at, James McQueen. A lot of the women who come there like him, but he was jealous that Jennifer Knox and Sergeant Kent apparently appreciate only Ben.

Ben, calm as ice, says to James, "So… this is how you make all your dough? By running a common street gang? That's pretty damn low." James said, "Beat the crap out of little muscle-boy." His thugs went after Ben, but Ben proved to have more than just muscles by flipping over them!

But when his left foot landed on the ground, it glowed brightly! He stepped away from the source: a disk-shaped lens with silvery rimming and four claw-like stubs on four different sides. It levitated off the ground, zoomed itself towards Ben, and attached itself to the face of the Omnitrix!

Suddenly the lens and watch flashed green several times and black tentacles popped right out from his back, the tentacles wrapped around Ben's body until he looks like a mummy in black slimy tentacles instead of bandages. Ben was used to his transformations with the Omnitrix but this is totally different from before, so he had to scream during this process as well as try to rip it off.

James and his gang of thugs were scared; they had no idea what was happening and they didn't want to stick around to find out. James gathered what little courage he had and shoves the victimized Ben into the river!

He checked his hand to see if he caught anything, he turns to his gang and said, "He was a great man… NOT!" James laughed boisterously, but his gang, still frightened, didn't respond or follow. James, mad at them, shouts, "Hey! What's wrong with you? Ben Tennyson's no more and I don't have to worry about him taking away Joanne Kent or Jenny Knox."

Still not responding, the gang stood in fear. James got angrier, "What the hell is wrong with you guys?" One of his gang members replied, "Big scary four-armed red guy." James turned around to find a large and muscular Tetramand in a blue military uniform, instantly James became frozen in fear. Surrounding his gang was a platoon of soldiers in the same style uniform as the Tetramand.

The creature with the most muscles sternly growled out, "Where is Dr. Jacob Takagi and the OE Units that he carries with him?" James replied, "I have no idea what you're talking about." One of the soldiers held out a silvery disk that projected a large holographic version of the lens that attached to Ben's watch's faceplate! One of the gang members exclaimed, "I've seen just one of those, it attacked another guy we were attacking and consumed him, then our boss James shoved him into the water!" James asks, "What's so important about these OE Units?" the Tetramand didn't comply; all he did was prepare to tear James' arms out his sockets.

All came to a complete stop when sounds of water sloshing behind them got their attention——

Out form the water stepped an armored bipedal creature, very different from the alien and standing a mere 6 feet. This one had white armor over it, with what looked like black cabling underneath. On each forearm, were two sharp looking protuberances. On the front part of the waistline area is a baseball-sized silvery orb trapped in by a black ring-like dial embedded with emerald-like studs. He has split-toe like armored footing. The face of the creature had looked like some sort of respirator type device built into the helmet with a pair of rectangular exhaust ports on its cheeks (that have singular white cables that go into the area between the bottom of the neck and chest) with a couple of pea-sized silver orbs, a pair of orbs on the upper-sides above the 'ear' areas, a long blade/horn-like fin on top of its head, a pair of angry-looking red-colored glowing eye-like lenses, and a green-and-silver orb-shaped symbol of the Omnitrix in the forehead area.

One of the surprised soldiers asks, "What is that creature? I thought Kithulu Corporation is the only one who creates Morphs." One of the soldiers ask the evil Tetramand, "Risker, what should we do?" Risker says, "Kill the humans right here, we must have no one reporting of our existence. I will personally see to it that this specimen shall meet its end immediately."

The soldiers in blue massacred the thugs, Risker went at the smaller creature that came out of the water and threw all four fists down at the bipedal creature, which surprisingly catches the fists really easily with its own hands without effort.

Before they could even kill James, the Kithulu soldiers exclaimed, "What the hell?" Risker the Tetramand exclaims, "Impossible! No creature your size can outmuscle a Tetramand!" Then with an immediate turn of the wrists, the armored figure tore all four of the muscular arms right out of their sockets, letting blood cascade out of the red giant's wounds at an alarming rate!

Dropping the detached arms, the armored figure made a fist, punched a hole right through Risker's Tetramand chest, and came bursting through the other end! Within that moment, Risker was out-muscled and brutally killed!

The figure turned its head towards the other soldiers and then like a bullet, it zoomed untraceably and savagely kills them within each instant it's near one of them!

James, as the frightened lone survivor, held up one of the dead soldier's gun-like weapons at the armored being and said, "You're going down, Alien Robo-Cop!" after shooting bullets at the armored target, the bullets ricocheted and got deflected into the ground without dealing the smallest bit of damage.

James backed away, then the armored figure's eyes changed from red to yellow. The armored figure marched towards the panicky James and said (with a familiar masculine voice given a mechanical baritone), "No… _you_ are going down!"

He picks up James by his jacket and throws him into the water! James began to beg for his life as he crawls out of the water, "I swear I'll never do this again! Just let me live please!"

Surprisingly, the armored figure looked at his hand, "What… what's this?" James took this opportunity to run away while he still could. The armored looks into the water, just to look at his reflection. "Oh my god! Is that me? It can't be! I look something like Darth Vader!" exclaimed the armored figure.

He tried to rip the armor off, "It won't come off! Why?" Then he screamed like a man in agony, instantly somehow detached itself and disappeared in a flash of light behind its host, who turned out to be Ben!

Ben looked at himself, then looks to find the armor floating there and disappearing into the Omnitrix, which somehow took a new improvement in the process. "That lens!" Ben exclaimed, "That must be one of the OE Units they were talking about!"

It came back to him, "The Tetramand!" He looked back at Risker's Tetramand form's corpse; it began spreading out steam from within, where a fresh human corpse was being made. While analyzing it, Ben asks himself, "What is this monstrous technology is this?"

A voice answers, "The Kithulu Corporation." Ben quickly turns to find a 52-year-old man dressed in only a white lab coat and black shorts that used to be pants, "Who are you?" The scientist replies, "I am Dr. Jacob Takagi, I used to be a normal human… then the Kithulu Corporation discovered traces of the alien DNA _you_ began to shed around the place and used it to create genetic super-soldiers, just to first conquer Earth and then the universe."

Ben asks, "Are you here to kill me?" Dr. Takagi says, "No… I'm already as good as dead, but I'm glad that one of the lenses are in good hands… and yet scared." Ben asks, "Scared? Of what?" Dr. Takagi answers, "The Kithulu Corporation have already found the technology to create… thousands… millions, no billions of Omnitrix watches, just like _yours_… ever since 3 years ago."

Ben asks, "What do you know of the Omnitrix?" Dr. Takagi says, "You can say that I've worked for a group of individuals that dealt with extraterrestrials or paranormal problems that others couldn't deal with." Ben asks, "You used to be a Plumber?" Dr. Takagi wasn't surprised to hear that, so he nods, "And I've heard from various aliens that came by about a wrist-worn device that has a name meaning 'all life forms' in our planet's Latin language, the Omnitrix."

Ben asks, "What does the lens do? Is it one of the OE Units they've mentioned?" Dr. Takagi nods, "Yes… the initials stand for 'Omnitrix Evolution', for it was meant to be used to enhance the powers and abilities of one's Omnitrix dramatically and gain some new ones; just like your battle armor you've had on earlier. Now no matter what form you take on, the armor will adapt to that form's body and abilities and increase them a hundredfold plus some extra. Now that you have one, and can only have one, you have more powers and abilities than ever before; even in your normal human form."

Ben pauses then says, "So… now I'm the only hope this planet has against Kithulu?" The scientist nods, "Yes. You might as well lead the battlefront to save the world and the lives upon it. To call out your new Omnitrix Armor, or Omni-Armor, simply just call out to it." Ben calls out, "Omni-Armor!" then he became the armored figure he was earlier. He looked at himself and said, "This is amazing."

He mentally called it back before asking some more, "If the lenses fall into those without an Omnitrix?" Dr. Takagi answers, "In the hands of one without an Omnitrix, they gain armored forms of their own almost similar to your own just from having a single lens. Plus they can even magnify the inner beast that lays dormant within the being. So far there are just two, excluding the one that equipped to you."

Then he became his Pisccis Volann form before Ben, "And now, continue your work as a hero and try your best to destroy the Kithulu Corporation for me." Ben asks, "What are you doing?" The Takagi Rip-jaws answers, "I'm going to wait down in the river until I'm sure you get to attack that building; I must atone for my part in their evil." Ben says, "But you've been friendly with me and——"

Takagi Rip-jaws interrupts, "I know that you react to people with evil intentions, because I've grown psychically attuned to good people since I was born. I've had no choice but to work with these devils because they've threatened me they'd kill my whole family if I don't work for them. Now because I've stolen the OE lenses, we've decided to live in the sewers until it's all blown over. I pray for hope for you and our future, Benjamin Tennyson." Then he dived into the river.

—————

The next morning…

Ben was given a heavier burden than before, thanks to the lens. He stayed in the gym a little bit after working some more. Jenny showed up again, "Excuse me, Mr. Tennyson!" Ben was too down to even bother to talk his way out, so he didn't bother to look her way either.

Jenny says, "I've heard that you had another battle last night." Ben doesn't look eye-to-eye to her but replies, "I did." Then whispers to her, "With a bunch of goons referring themselves to working for the Kithulu Corporation."

She suddenly stopped and looks a bit down herself; she turns to her camera-boy and says to him, "Kenny… please leave." Ben looked up, surprised. Her assistant complies and leaves. Ben asks, "What's your beef with the Kithulu Corporation?" Jennifer replies, "Ben… let's just say that the Kithulu Corporation killed my grandmother and took my grandfather 15 years ago. So far… what you know about them?"

Ben got skeptical, "Are you asking as a reporter… or as someone else?" Jennifer hands him a card and a check, "I'm asking as a date." She got up and walked off. Ben got a little miffed, "Why you annoying, tenacious, thick-headed… man-trap!" she turned to him and replied in return of skeptics "Who's thick-headed?"

She explained, "I'm going to talk to you some more over dinner but without anything about the news. By the way, the check is the collected amount of bounties that you've involuntarily been collecting for the past year, courtesy of Sergeant Kent." Then she leaves. Leaving Ben, and his employers in the gym, baffled at the amount of cash Ben has earned. (A/N: millions)

—————

Back at the Kithulu building, Mr. Kraken roared out, "WHAT?" he was observing the last actions of his fallen soldiers on a monitor on his desk, all of them slaughtered by on in a type of battle armor. He knows what it was, "Those fools! That was a human in Omni-Armor; obviously he got hold of one of the OE Units and slaughtered, butchered, and filleted those failures who once called themselves soldiers like stuck pigs!"

One of the security guards from nearby him said, "We'll go and retrieve him. Hopefully it will be enough to stop him." Mr. Kraken shouts, "WAIT!" he turns to the window and wickedly smiles, "I sense something that's going to test this young man's new power on the horizon."

—————

Reluctantly, Ben had to go out with Jennifer that night, mainly because she may have some information about Kithulu.

She arranged dinner for them at a semi-fancy restaurant and since the weather was going to be good that night she arranged for the outdoor tables so they'll eat their dinner al fresco. Ben, being one who never went on anything as simple as a date, was dressed in his usual attire. Jenny is dressed in ruby-red garments, including a short skirt and jacket, and yet she's taking Ben's actions in stride.

Ben ate quietly, but still got down to business, "Starting from we last left off; about how much I know about them: I know they've been finding traces of DNA from my other forms around everywhere I went and using it for their super-soldiers for their quest for universal domination. Three years ago, they've discovered the technology of the Omnitrix and went into mass production. Plus they are after three upgrading units called OE Units; which work like turbo boosters or food that brings evolution to the one who eats it for an Omnitrix. I happen to have one of them which would explain why I have one."

Jennifer bites into her 3rd cheeseburger and says, "It's typical that they plan to mass produce these things too." Ben drinks his coffee and says, "These lens-like devices can either get their wielders to gain a powerful suit of armor for each of them to wear or grant them the ability of turning oneself into whatever intergalactic being or beast lurks deep within them."

Jennifer took the information quite well. Ben came to an important question, "What's this story with you and Kithulu? Just because of your grandmother's death and your grandfather being kidnapped?" Jennifer says, "I don't exactly want a story about the Kithulu Corporation… I want their blood." Ben almost choked on his coffee, "Revenge? Is that why you've been pursuing me relentlessly all this time? To start an Anti-Kithulu Movement?" Jenny nods, "With the great Ben 10, we can win against the Morphs."

A low masculine voice said, "Be more worried about _me_, dear." Ben gets up and finds, "Kenny the camera engineer? You've got to be kidding me!" Jennifer gets up and looks in the direction Ben was looking at and gasps, "Kenny? You're a part of Kithulu?"

Kenny began to expand in an alarming rate, "No! I happen to be an assimilator alien who happened to have come across two interesting humans!" then he turned a giant yellow and slimy blob. "The man you knew as Kenny is still the same, I've just happened to gulped him down 6 hours ago. I can become whatever or whoever I capture and assimilate."

From within the alien blob, Ben and Jennifer saw the real Kenny, who happens to be in a comatose state and in a fetal position. Also inside the alien blob are a familiar RV, a familiar chubby elderly man in a red Hawaiian shirt, and a young woman with orange-red hair and dressed in a blue cloak. Ben instantly recognized them, "Grandpa! Gwen! NO!"

ZAP! Ben glowed a bright green and then became a red-and-yellow warrior of fire from Pyros (with extra flames sprouting on his shoulders), Heat-blast! "You _really_ got me _burning_ up!" he shouted out as he threw a fireball at the space creature!

WHOOSH! The Blob changed into a doppelganger of Gwen and said a few mystic words before Heat-blast could even throw a fireball, which got deflected by a violet-colored barrier towards Jennifer. Heat-blast reabsorbed his own attack as he blocks it. He groans, "Okay, my cousin must have been practicing some major league magic since we were away." Jennifer exclaimed, "Magic? _Real_ magic?"

WHOOSH! Blob then changed into Max's RV then rams into Heat-blast, sending him flying! Jennifer narrowly got out of the way, with the only damage being her jacket and some of her top, she said, "Forget the news! This is more than I really wanted!" Heat-blast theorizes, "He said he can become whoever or whatever he captures and assimilates, I guess that means he can also get into their heads and use their skills against us!"

WHOOSH! Blob even turned into a ghost-like Ectonurite (Ghost-freak), "I can even turn into what they remember." WHOOSH! Even into a Chimera Sui Generis (Vilgax's race), "Even into your grandfather's worst nightmare!" WHOOSH! Then he turned into Kevin 11, "Even those you remember from their memories!"

Jenny asks Heat-blast, "Any extraterrestrials of yours that you haven't shown to anyone yet?" changing back, Ben replied, "A few, and working up there. But due to Blob's abilities, he could just mimic their forms and their abilities due to the memories of those he's already assimilated." Then he remembered. "Of course, there is _one_ exception that came to my mind."

Ben said, "First I'll turn into something else first!" ZAP! Within his green light, Ben changed into his blue vaguely elfin/kangaroo-like form in a black bodysuit with white gray stripes, the Kineceleran from Kinet: XLR8 (who has become slightly taller during the years just as Ben has, plus sporting some long hair).

XLR8 groans, "I really don't want to test this just yet, but it's an emergency." He stood a combative pose and shouts out, "Omni-Armor!" then a different form of his new armor appeared and then attached itself XLR8's body, making it a more suitable form.

Jenny was amazed, "Now _that_ I've never seen before!" Blob was shocked as Jenny was surprised, "Nobody inside me and I don't have any information explaining that!"

Omni-Armored XLR8 said (with a computerized tone added behind his voice), "Now, this is going to be fun." Before going to his hands and knees, a pair of black shading lens with bright blue Xs, similar to the visor on the unarmored XLR8, slid in from the sides over the glowing eyes. WHOOSH! Omni-Armored XLR8 seemingly vanished into thin air!

Jenny exclaimed, "That was so fast that I think I've had a heart surgery within that moment you did that!" Blob said, "You see him? I don't." then he noticed the gaping holes going right through his slimy mass of a body, right behind him stood Omni-Armored XLR8 with the former captives that were once inside Blob, safe and sound, along with the Rust Bucket behind him. Grandpa Max was leaning against the front-left wheel of the RV next to the real Kenny while Gwen was in OA-XLR8's arms.

Blob still had enough will to say, "It's happened so fast that I didn't react as quickly as I hoped, much less feel them!" Omni-Armored XLR8 said, "And now you won't live another lifetime!"

Gwendolyn groans, Omni-Armored XLR8 looks at her as she opens her reflective green eyes to him and asks him, "Who are you?" OA-XLR8 replies, "It's me; your annoying cousin, Benjamin Tennyson." Gwen smiles, "So… the vision of you in a suit of armor did came true." as he places her to her feet, OA-XLR8 states, "Let's talk later, please; this form hasn't grown in yet, my date has been interrupted, and I'm in the process of getting rid of this space cretin!"

Blob asks, "Just _how_ do you plan on doing that?" OA-XLR8 says, "Mega-Kineceleran Tornado!" and then he zoomed around Blob in a single lap, creating a powerful tornado that sent his slimy opponent up into the sky!

Then OA-XLR8 notices something about his half chest plates, then he rushes to a point where Blob is going to precisely going to crash and opened up his left chest plate; inside, an orb glowed with gathering energy and crackled with what appeared to be electricity. As Blob was coming downward at the incredible elfin speed alien in armor, it turned into a giant nail, ready to stab OA-XLR8 right into the chest!

But it never got the chance, as the energy within OA-XLR8's left chest had reached it's full power output and lances out a blast of energy skywards, slamming into enemy alien, not only destroying it completely, but also towering all the way past the Earth's exosphere, by a mere 200 miles!

No sooner had the blast finished, the chest plate closed and OA-XLR8's exhaust ports let out two jets of steam. The armor sheds off and disappears, revealing the watchful Kineceleran watching the skies as he turns back into Ben within a green glow.

—————

At the Kithulu building… Mr. Kraken witnessed the pillar of light in the middle of the city and said, "It appears whoever it was that has an OE Unit was amazingly more than able enough to take on that alien. Even though the Omnitrix was never originally part of this planet, its technology is none the less able to be copied and made by the hands of true geniuses."

Mr. Kraken turns to the intercom and speaks into it, "Geoffrey, get some of the Hypo-Morphs and Morphs ready for battle tomorrow, then inform the Hyper-Morphs that we're expecting war sooner than we originally thought; first thing tomorrow afternoon."

—————

Max Tennyson groans a bit in his 'sleep', but he is waking up just very slowly. Jenny's voice was heard, "Well, well, Sleeping Beauty finally awakens." Max sits up, with his eyes barely open, "Since when did I go to a Disney movie theatre?" his eyes seemed foggy for the first few moments, "Hmm… this seat cushion is awfully soft yet firm."

Gwen said, "Um, Grandpa… that's somebody's chest you're getting support from." Max's eyes fully opened and came into perfect focus again, just in time for him to realize that he was accidentally groping Jennifer, who was just helping him up, she was given a blanket since some of her clothes burned within the start of the battle against Blob. Jenny calmly replies as she hooked her arms under his armpits and lifts him up to his feet, "It's quite alright, there's no need to apologize; I'm doing whatever I can to help you and your grandson."

Max remembers, "Ben! Where is he?" Gwen points to the east, "Over there!" Ben stood facing in the direction of a gigantic black cylinder-shaped building. Max walks over to his grandson, "Ben, you've certainly grown." Ben heard his grandfather compliment him, noticed his grandfather's whiskers and his cousin's figure, then replied, "So have you and Gwen." Max became half stern and asks, "What's on your mind, my grandson?" Ben replies, "My psychic senses have been amplified even greater than before, allowing me to sense the Kithulu Corporation's head Valgus Kraken sending me a challenge message, which is also in the form of a declaration of war."

Max groans softly, "I want in on this too." Ben slowly turns to his grandfather, without changing the emotion on his face, "Why is that?" Max answers, "Valgus Kraken just happens to be one of the former Plumbers from Italy, one of us. Then he went into the sellable genetics department." Gwen steps in next to Ben, "Sounds like he went too deep into it since Ben 10 came around."

Ben says, "My childhood has ended the moment I've entered the 9th grade. I've gained access to an OE Unit, which grants me a polymorphic suit of cybernetic armor with an excellent array of equipment and a large arsenal to boot; not to mention it also powers me to even greater levels even without the Omni-Armor, which only makes me even stronger. But that hardly matters now, because as the sun sets in the afternoon tomorrow… war between the Kithulu Corporation and us will begin. Blob may have not been a part of them, but we must continue on with we have now."

Gwen sighs, "Right now I kind of miss the three of us being together, traveling." Ben smiles slightly, "Yeah… me too." Max says, "I think we can go for one last travel together after this." Ben asks, "Any chance Gwen's going to inherit the RV from you, Grandpa?" Grandpa Max chuckles, "Perhaps."

Jenny asks, "Why couldn't we go now, Ben?" Ben turns to her, "It's complicated." Jenny says, "It's not to me." Then she comes to Ben with open arms and hugs him, readying to kiss him. Ben closed his eyes and turns his face away from her, "I just plan not to have anyone lose their life because I'm going in first."

Gwen says, "First… let's talk about what we know." Max nods, "And get some rest."

—————

That morning, everyone got reacquainted while training for light martial arts for the upcoming battle that afternoon…

Gwen asks, "So, you've been traveling on your own since graduation." Ben nods, "Yes." Gwen asks, "Weren't your parents concerned about that decision you've made?" Ben answers, "If I had told them about the watch, they'd think I would be needing to see a psychiatrist. So I've kept it secret from them, then 7 years ago, it got too heavy to carry going on with that burden on my shoulders."

Max said, "Well, not seeing your family for almost a decade is painful." Ben sighs, "Well… what about the checks I've sent you during the two years?" Gwen replies, "I just placed it into my savings." Max followed, "I've saved the money, but then whenever I buy something, I think of you." Gwen nods, "Yeah, while you were gone, I've had some other adventures of my own; plus an encounter with another recreation of the Charms of Bezel." She showed off the grey stones with mystical markings to Ben on her right upper arm, she has all five: fire, levitation, lightning, luck, & reincarnation.

"I wonder why the luck charm didn't work," inquires Ben. Gwen replies, "I was hoping that I'd find you as soon as possible no matter what happens, and apparently we did, but I'm still working on the whole spellcaster biz; but thanks to the accident with the late Blob, we've got to you at last, I just wasn't quick enough." Ben shrugs, "No biggie; I've only found the master code when I've rescued Jennifer five years ago but only in the nick of time."

Jenny said, "That's when I knew he'd be perfect for today's mission." Ben said, "Even if we are successful, all that you have become successful for will become part of your life, making you go from reporter to vigilante. I don't want you to end up like that." Kenny said, "That's what I said to her, but she wouldn't listen."

Jenny says, "Ben, I've told Officer Kent that this afternoon is when we begin our underground attack on Kithulu." Ben growls lightly, "So she's going to bring a platoon of police officers to back us up?" Kenny says, "Not just the police department, but also the national guard and the UN." Ben says, "NO!"

Jenny was confused, "What do you mean 'no'?" Ben answers, "You're just sending in cannon fodder; believe me, I was a lot of those aliens that those guys turn into and if some of them each have an Omnitrix watch at their disposal, then the only one who could stop them is going to have to be me." In unison, Jennifer and Gwen say to him, "You could lose the attitude, you know!"

Max said, "No, Ben is right; if any of the Kithulu members get their hands on any of their Omnitrix watches they're already making, then nothing will stop them; fires, innocents hunted, diamond-hard prisons, whirlwinds, technology upgraded beyond belief and out of control, slime everywhere, possessions, lands of ice, etc.!" everyone else was silent for the moment, while the three Tennyson's continued training. Max finished, "Valgus Kraken is going to continue his evil ways until someone stops him, and that someone is going to be _us_ and no one else."

————

Back at the Kithulu building… Kraken sighs as he looks through his office window, "Maximillion Tennyson, my old friend… so you're going into combat once again, even when your days as a Plumber were over. I wonder if that old Rust Bucket is going to continue to lead you through, as well as those powerful grandchildren of yours."

He turns to his computer desk and looks at four profiles: Sergeant Joanne Kent, Reporter Jennifer Knox, Cameraman Kenny Sylvesterson, & Detective Willard Trent, and said, "These four people following you will make wonderful morphs; Detective Trent would make a fitting Arburian Pelarota. Mr. Sylvesterson could make a decent Galvanic Mechomorph. Sergeant Kent will make a sexy Kinecelaran. Ms. Knox might as well join her grandfather as a Tetramand."

A woman's voice said, "Please stop drooling at those two sci-fi fantasies that are soon to come true, you old fart!"

Kraken turns to look at his door to find a voluptuous brunette beauty clad in a white bodysuit-type uniform standing against it angrily, he knows her, "Oh, the widowed Chelsea Risker."

Chelsea growled, "I've ordered every low-ranked Morph and 99 percent of all Hypo-Morph to attack them." Kraken asked in a displeased tone of voice, "WHAT?" Chelsea answers, "Remember that pillar of light last night that completely obliterated that assimilator alien last night? Sure it will cost the lives of many of our Morphs, but we can always genetically resurrect them and I have a theory behind the massive output production that weapon on the main Omnitrix carrier's armor has." Kraken becomes cruelly pleased, "Okay."

————

The sun began to set, the Max's RV zoomed towards the black building which Ben claims to be where the Kithulu Corporation is. Detective Trent was told everything and wanted to be in the action, Joanne shared an agreement with Jennifer in the Anti-Kithulu Movement as the UN and National Guard prepare for their part of their attack…

Trent got the idea, "So, the Kithulu Corporation gives humans, whether willing or not, the genetic ability to turn into powerful extraterrestrials." Max replies, "That's basically it." Then Trent also got a little overconfident, "Nobody takes a crack shot against common sense at me and gets away with it!" Everyone asks him, "What the heck does that mean?" Trent explained, "I was always waiting for an adventure like something like _this_!"

Ben says, "Don't get too overconfident; me, my cousin, and grandfather have dealt with similar dangers such as these goons before. But my grandfather had the most experience because he was a secret extraterrestrial fighter." Trent scoffs, "Yeah… _had_." Gwen muttered a few mystic words and suddenly Trent turned into a small brown toad, she then said to him "Respect your elders and understand who are the betters at the moment."

As Gwen turns Trent back to normal, Max asks, "Like those Morphs ahead of us?"

Everyone looked in front of them… right from the building they're heading towards are hordes of strange Morphs charging toward the RV!

Ben says, "Not all of those Morphs are from the DNA I have in my Omnitrix; believe me, _I_ know." Gwen agrees, "Yeah, most of them look like humanoid forms of some of our planet's animals." Trent does a headcount, "Elephant-man, Fish-face, Tiger, Spider-woman…" Kenny turns to him and asks, "Did you count Mr. T. Rex?" Trent shrugs, "I guess." then he lost track and got upset, "WILL YOU GET THEM TO STOP MOVING AROUND! IT'S SO FRUSTRATING! I THINK I'VE NAMED ONE OF THEM TWICE!"

Ben closed his eyes and says, "I'm going OA, anyway!" he opened the side door of the RV and jumped out—— FLASH! He became his pill bug-armadillo-like Arburian Pelarota self, Cannon-bolt! Then he called out, "Omni-Armor!"

The Omni-Armored form of Cannon-bolt, OA-Cannon-bolt, was bulky in various ways but was still armored like the previous two OA forms, including the fin-like horn on top of the head. Most of his armor is gold like the shells on normal Cannon-bolt. The protrusions are on its fists right between the knuckles. Two exhaust ports exist over where Cannon-bolt's large mouth is. The golden shells have appeared to get a prismatic coating, but they're still the armor that's over the shell.

As OA-Cannon-bolt struggled to keep up with the old Rust Bucket, Gwen was astonished at the speed he's going at though struggling and not in ball form, "OA-Cannon-bolt is faster than he is as regular Cannon-bolt!" Everyone looked at OA-Cannon-bolt, Joanne asks, "I think the OA just empowered him with greater speed as well as strength."

OA-Cannon-bolt shifted to a prismatic ball form and disappeared without a trace because of his newly enhanced speed! The Morphs and Terran animal-like Morphs stopped in surprise before they disappeared and OA-Cannon-bolt in ball form took their place!

The RV stopped by him as he released himself from ball form on his back, therefore launching every single one of the missing Morphs into the air above him. He opened flaps under both his visor eyes; inside under each visor eye, an orb glowed with gathering energy and crackled with electricity-like energy. As soon as the Morphs came raining down towards the armored hero, the energy within the orbs had reached it's full power output and lances out a blast of energy skywards, slamming into enemy monsters, not only destroying every one of them it completely, but also towering all the way past the Earth's exosphere, by a mere 200 miles!

As the flaps closed… Trent stood there, astonished, "So… you were the one who made that pillar of light last night?" OA-Cannon-bolt replies, "In a way." FLASH! Ben turned into Rip-jaws, or more likely OA-Rip-jaws; who has a dorsal fin on top of the head with a golden arrowhead-like device on the bottom-front, black from behind and white in front, strange jagged indents around the frontal neck area, strange fin-like protrusions on his forearms and ankles, and his exhaust ports over where would've been his nostrils if he had any.

Gwen asks, "Just what are you thinking? Rip-jaws cannot survive out of the water for much time." OA-Rip-jaws replies, "This is going to be an underground attack, so Grandpa will stay here and lead the attack with the troops Jennifer ordered while we go into the sewer!" he pulled manhole cover off to display his plan. Jennifer pinched onto her nose, "OH! If we survive this I'm _so_ going to take a bath after this!"

Trent recklessly jumped down into the manhole and then immediately… SPLASH! They heard his voice, "The only thing to worry about down here is the stench and dark areas; for some reason the water's cleaner than it was 9 years ago!"

—————

Continuing in the sewers, which are much more tidy and cleaner than anybody's expected…

Jennifer pulls out a map and looks into it with her flashlight, "That's weird, the sewer shouldn't be _this_ clean and there's less trash than I've seen last time; I guess——" OA-Rip-jaws growls in his throat, "Someone from Kithulu has been expecting us… and this." Joanne said, "On your guard!"

OA-Rip-jaws examined the waters with his gleaming claw-tipped fingertips, "It's obvious that the Kithulu Corporation has their own personal water treatment plants." Gwen asks, "But where would their own source of water come from? The ocean is in the opposite the direction we're going, and above." Kenny hypothesizes, "It's been a while since I've seen sci-fi movies, but maybe something like hydro-generators or something."

A creepy masculine voice states, "That is quite correct, Mr. Sylvesterson; we can't have the non-Morphs like you, excluding Mr. Benjamin Tennyson, that are outside of the Kithulu Corporation snooping about… ruining our plans." Jennifer pulls out a laser she was given from one of the troopers of theirs and fires off in the direction of the voice!

The source of the voice walked out into the light, someone that looks like a business official appeared; in his left shoulder was scorched hole from the laser blast from Jennifer.

Gwen said, "Blast him, Rip-jaws." "What about the people on top? Or the sewer workers in the tunnels outside of here?" asked OA-Rip-jaws. Jennifer struggles to open one of the armored fish alien's chest plates then succeeds… only to reveal a weakly charging orb. "Huh?" asked Jennifer outrageously, "What's wrong with it?" OA-Rip-jaws groaned, "I was afraid that there was a drawback to these Omega Cannons."

The man Jennifer shot laughed malevolently, "So Colonel Risker was right; you are the one who made that pillar of light. She was also correct that such a powerful weapon with a massive power output, like your Omega Cannons as you've named them, would require some time to recharge before firing again. Even if you change between forms."

Jennifer gulps as she gently and slowly closes her protector's cannon cover again, "So… does that mean we have to rely on the other skills that Ben's got?" Gwen nods, "And that of what else we have… the laser weapons the National Guard gave us won't work."

The Kithulu associate cackled, "That's right, because I'm unlike those Hypo-Morphs you've destroyed so easily, for _I_ am in a class of my own!" then he turned into what appeared to be a humanoid octopus with extra limbs and features, such as tooth-like spikes. "You may call me Androceph, because I am a humanoid cephalic class Hypo-Morph!"

OA-Rip-jaws thought to himself, "_Risker_? _Hypo-Morph_?" then growls to Androceph, "I've already made your four-armed colonel into a pile of blood and guts! Unless you speak of another person connected to him; a little brother of his wanting revenge, perhaps? And those humanoid Terran animals were the other Hypo-Morphs?" Androceph replied, "Most of them, excluding me and the rest in the building. And the person you're referring to with connection with the Tetramand you've slain; is his wife. Or perhaps I should say, was his wife since you've widowed her."

OA-Rip-jaws remembered, "_Of course, the suit must have a hyper-defense system and deep semi-sentience of some kind, forcing my hands to slaughter those Kithulu freaks! It's a symbiotic bio-mechanism composed of both machine and living tissue like the Omnitrix._"

Jennifer readies and hits Androceph in the face hard with a single punch, "At least, we're heading off in the right direction! Move!" the group ran off with Jennifer in the lead, OA-Rip-jaws stayed to deal with Androceph, who was no longer in the same place he fell. He jumped into the water, thinking he possibly dove in deep into it, but no trace of him.

With rest of the sewer group, jetting water was surfacing on the water beside them. Gwen called out, "Ben?" But the head of Androceph popped up instead, squirting ink into Jennifer's face, she tripped and fell into the water! Trent jumped onto the Hypo-Morph and tried to twist his neck to break it, but to no avail. Androceph chuckled, "You're wasting your time, Detective Trent. My body is soft and pliant like rubber; it can absorb and defuse all impact, you can squish me and smash me all you want but you can't kill me!"

Jennifer came out of the water, but Androceph has her in a tight bind with two of his many tentacles! Gwen, Kenny, and Trent followed suite in her situation!

OA-Rip-jaws popped out of the water and turns into a 6-inch grey-colored version of his normal Omni-Armored human form; OA-Grey Matter, and calls out to Androceph, "HEY! Androceph!" Androceph turns to the little fellow, OA-Grey Matter continued, "Your mother was a corpulent and elderly Lepidopterran!"

Androceph lets go of his captives and angrily chases the tiny OA-warrior! OA-Grey Matter jumped from one side of the sewer river to the other, curled up into a 2-inch diameter ball, and rolled down into a small pipe opening. Androceph squeezed into the pipe perfectly and continued on his pursuit of OA-Grey Matter.

Trent was amazed, "That little guy certainly has courage." Jennifer states, "It'll all be for nothing if he gets himself killed, there's got to be an opening somewhere!" Kenny feels around, then pressed something, an opening reveals itself; an elevator with several Kithulu Corporation soldiers looking confused in the presence of the group of four before them.

————

Out through the other side of the pipe, Androceph reappeared! He growled out, "Come on, where are you?" He heard the sound of multiple moist items hitting the ground, he looked and found——

"IMPOSSIBLE! MY TENTACLES! They're all sliced off, clean as dandelions!" now he is down to his body, head, two arms and two legs. He found OA-Grey Matter, but with a 3-inch long blade of green-yellow energy on top of each fist. OA-Grey Matter says, "Omni-Blades. Don't change into your armor without them."

Then the tiny warrior spun like a top with his laser blade-armed limbs outward, filleting the Hypo-Morph. After defeating him, "Now I'd better get back inside and find the others!" before he was about to roll back into the pipe, he noticed something.

————

In the elevator, before the Kithulu Corporation soldiers had the chance to attack or change form, the group of four killed them and dressed into their uniforms (along with their armor, helmets, and armaments).

Joanne said, "What is with this Corporation's tailors and manufacturers?" Gwen nods, "Yeah, the damn storage containers in the back sure can contain a lot. It's twisted." Trent wiping away the leftover blood on the floor of the elevator, "This is not going to work." Kenny asks, "Why did you say that differently before?" Trent berates, "I was self-doubt!" Jennifer hisses, "Cutting it a little slow, aren't you?"

The elevator's doors open to reveal armed soldiers were there waiting for them, Trent says, "I told you it wasn't going to work." Gwen's body crackled with electricity, "But _this_ will."

ZAP! Bolts of lightning crackled around the room, zapping every soldier and frying them each to a crisp. Everyone else in the group was surprised, "What was that?" Jennifer asks "was it magic?" Gwen nods, "From the Bezel Charm of Lightning."

Kenny ran up to the control panel, Joanne asks, "What are you doing?" "I'm trying to set up a video map for us," explained Kenny, "that way we will know where we are. Despite being a cameraman, I also happen to have a photographic memory, incredible technological equipment skills including computers, and a pretty keen sense of direction."

Trent says, "Well, tell us where we are, Dex." "They called me that too, not I don't mind being called it." Kenny halted in his work, "Prison Area; very few prisoners are being held here, some of them are sentenced to be terminated immediately. But I've shut off the all termination systems and I'm unlocking all prisons, they're free!" Jennifer pats him on the back, "Good boy, Dex."

A sudden beeping got their attention, Kenny said, "A communication counsel; it allows the workers here to communicate with the anywhere else in the building. According to the map, several fellas in the building is trying to reach their comrades here! Girls, go gather the prisoners and get them out of here!" Trent picks up one of the special rifles and fires directly into the communications counsel! Kenny shrugs, "I was going to say it was on… but thanks anyway."

On their rescue attempt; a man nearly attacked the girls with a pipe wielded like a battle staff, but Gwendolyn grabs him by the wrist! A woman steps out of the chamber saying, "We won't forgive you for enslaving my husband's father, Dr. Takagi, just by imprisoning us!" Joanne asks, "Huh?" Gwen says, "The uniforms and armor."

The girls removed the helmets to reveal themselves, "We're here to rescue you; Dr. Jacob Takagi escaped a few nights ago with three lens-like devices called OE Units." The middle-aged man said, "Only an idiot would believe that!"

A rumble was heard from below, out from the floor came a grey alien (standing well over 5' 8" and weighing 430 lbs.) with a turtle's head with golden-yellow eyes, an armored torso with the Omnitrix symbol on his back between his shoulders, a stone-like textured grey hide, cone-shaped bony shells over his arms which have three-fingered hands with thumbs and claws, two-toed shovel-like feet that appear to be capable of pulling themselves into the short lower legs, and a large (about 8 feet long and 2 feet in diameter) and powerful stone-like but biological scorpion-like tail and stinger protruding right behind the rump.

The alien creature said in a slow-paced and deep voice, "Up we go sir." from the hole the alien made came out Dr. Takagi, who said, "What a ride."

Gwen released the man from her grip. He was amazed, "Dad?" Dr. Takagi embraced his son, "Tetsuro!" the woman sobs, "Sir." Dr. Takagi greets back to her, "Hey, Mizui." A young girl hugged him at the legs, "Grandpa!" Dr. Takagi smiles, "Mimi." Jennifer smirks, "Who's the idiots now? Huh?"

Gwen was surprised, "Ben?" the grey alien nods. She asks some more, "What the heck is this new guy?" The grey alien said in a slow-paced and deep voice, "A Grey Tortupian from… the cavernous rock planet… Lithomol; Rock-breaker." He rips to ground out with his front limbs, "This is… a subterranean… alien… with the… ability… to dig through… pretty much of… the ground."

Jennifer says, "I suppose the _slow deep_ voice indicates a reason for them be close to a turtle." Rock-Breaker buries his feet into the dirt and says, "I believe it's… because this guy's species… are a timid race."

Dr. Takagi said to his family, "Use the tunnel Ben made for us, there are no Kithulu soldiers around the area where it leads to, which is the beach." Mimi asks, "Uh… Grandpa? Please be careful." Dr. Takagi nods to her, "I will."

Jenny said, "Excuse me, Ben! But——" Rock-breaker pulled his head halfway into his shell, and felt the ground with his hands. Rock-breaker said, "They're coming." Gwen asks cautiously, "Who, Ben?" Rock-breaker coughs out, "Kithulu… soldiers." Rock-breaker displayed incredibly intense strength as he tore through the metal walls and some moderate-leveled but good speed as he ran his way to the men that stood guard.

At that location, the doors on the elevator they came from exploded! Kithulu soldiers came swarming out of the break, blasting at Kenny and Trent. But something got in the way; it was Rock-breaker!

Kenny asks, "Ben? Is that you?" Rock-breaker nods, "In the hydrophobic… and non-buoyant… but strong and tough… shell." His _slow_ words were proven right, as the energy bullets had no effect on his thick armor-like shells. Some of them switched to bullets, but they ricocheted off the shell. Trent says, "You, be our shield as we get the prisoners outta here!"

Rock-breaker withdrew into his main shell launched himself into the soldiers like a giant projectile! He walked his way to Kenny and Trent with the weapons and equipment from the dead Kithulu soldiers in his mouth and gave them to the two. Rock-breaker said, "They're already… escaping." Kenny still a little surprised, "Good to know."

A pipe from nearby breaks and sprays heated water around the place! Rock-breaker leaps into the prison cell tunnel in a sudden jump—— FLASH! Changing back to human form he looks at the confused men and explains, "Rock-breaker cannot swim in water and is instinctively hydrophobic."

Gwen asks, "Anything else you'd like to tell us about your new pet?" Ben explains as quickly and easily as possible, "When launching myself like a missile, I cannot steer. But I have limited agility due to that mass and multitude of tough shells. Being a subterranean creature, Rock-breaker's race have a sonar-like ability thanks to its enhanced hearing, but he can be vulnerable to loud noises and certain ultrasounds if he isn't protected. Strangely, he can speak with rocks and other parts of the Earth element and in return it gives him some information. Plus he has some minor geokinetic powers; so he can manipulate it a little."

The sound of another elevator's doors exploding got their attention, Gwen asks, "I can't believe that they're onto us!" Ben said, "The dirt underneath the building told me that they're after me and they want to use you as bait, even if it means killing you. Mainly because another person called Risker wants my blood for killing her husband the night I got equipped with one of the OE Units." Jennifer says, "Pretty tough break, honey."

A second explosion similar to before resounds!

Gwen gets to the communicator Grandpa Max gave her before she stormed in, "Grandpa, are you already starting your part of the attack on the building, we've been cut off from escaping the prison cell tunnel!"

————

Outside the building, back in his old Plumber suit, Grandpa Max said into his communicator to Gwen, "The National Guard and United Nation forces are working their way into the building, the only exit of that place has to be the elevators." Then he notices some Kithulu soldiers charging at them, "Oh darn! It's going to be a major carnage out here!"

————

Gwen says, "Damn it! There's no other way out!" Kenny says, "I _was_ going to tell you that, but there's too much stress here!" Dr. Takagi groans, "This is some rescue attempt, where the prisoners are rescued but the rescuers are under attack and trapped and have no choice but to continue on with the attack on the enemy!"

Steam arose from the end of the tunnel where they came in from and there was a square grill next to Ben. He got an idea and ripped out the grill next to him and threw it like a Frisbee in the direction of the laser blasts, the sound of it crashing and a lot of soldiers grunting in extreme pain from impact indicated that he struck his target bull's-eye! Gwen exclaimed in amazement, "Have you been working out?" Ben grinned and said, "You've should've seen my alien forms in puberty." He crawled into the hole and said, "Now to save our hides, into the garbage chute!" before he slid down it.

Jennifer said to Gwen, "Wonderful cousin you've got there!" Gwen sighs, "Thanks." Jennifer exclaims, "Either I want to expose him or I wanna have his baby!"

As the laser blasts resumed, Gwen ducked into the chute, "Into the garbage chute, Barbara Walters!" "She'll make an excellent wife," said Kenny. Joanne covered her nose as Trent excitedly shouts out "I've dreamed for chances like these in all my years as a police officer or detective!" and bursts out laughing like a maniac while shooting at the enemy concealed in the steam.

Dr. Takagi says, "We have to be extra careful when we go down there, they will soon suspect that we'll escape through this!" then he slid down into the chute.

Jenny covers her nose, "Darn! I wasn't expecting anything like this when I've planned this!" Kenny says, "I was." Jenny prepares to jump in, "I'll wash, but I'll never be clean!" Trent shoves her in, "I never liked the press anyway!" Joanne said, "What about hygiene, Trent?" Trent exclaims, "I don't care what about you smell!" Kenny crawled into the chute, followed by Joanne and Trent came in with an excited yell as he fell!

As they landed in the garbage… Gwen, who was sitting on an old engine of some kind, sarcastically says, "Welcome to Grouch-land, now scram."

Jenny growled as she crawled out from the pile of scrap metal she was under, "Garbage? What a great idea, Ben." Kenny investigated the only door in the area, "This appears to be some type of really tough mineral. Now if I had a metal analyzer——" Gwen pulls out a device from the back of the belt he's wearing, "And it's twelve feet in a mixture of titanium, iron, and steel."

Trent aimed one of the laser rifles at the door, Kenny shouts "No wait——" but jumped back as soon as Trent fired, the laser blast ricocheted off the door and then bounced off each wall several times until it struck a piece of metal! Trent was surprised, "What the hell happened?" Dr. Takagi, in his Rip-jaws form, spits out a piece of some creature's tentacle and says, "I've warned Ms. Tennyson about that; those weak blasters have no effect on these walls! Plus that door's magnetically sealed! So put those things away before you or the garbage mashers gets us all killed!"

Gwen asks, "What exactly were you down there in that water, Dr. Jaws?" Changing back to human form, Dr. Takagi explains, "They leave specialized Hypo-Morphs down in safe cages to protect themselves from the mashers and to feed them the organic parts of the garbage. While the inorganic parts get mashed and then recycled." Trent shouts, "Great! I've had the situation well in hand back up there before that shapeshifting showoff was taking on the Morphs!"

Jenny asks, "And where's Ben?" Gwen sighs, "It's likely that he noticed this and turned into his Galvanic Mechomorph form to get out there." Ben's voice was heard on her communicator, "Excuse me, Gwen; are you up for a joke?" Gwen deeply sighs, "If it's good or bad, I don't care… even if it's a wisecrack for humor. So fire away."

Through the communicator, he asks, "Does anybody know how to pick a computerized/over-sized combination lock?"

But the door opens anyway, revealing what appeared to be an astromech droid with the same texture: as Upgrade would have. Gwen groans, "Please tell me that used to be a robot you've just found and then went Upgrade to merge with him or possibly OA-Upgrade." The pliable metal alien separated himself from what appeared to be a regular astrodroid. The Galvanic Mechomorph from Galvan B, Upgrade, has certainly changed in size, by two and a half times. He said to Gwen, "No, I now have the ability to make the things I upgrade or downgrade permanent if I so wished even after I separate from them or merely touching them."

Jennifer asks, "What was this astromech droid before you redesigned it?" Ben answered "A regular trash can."

Gwen shrugs, "I'd like to see the Omni-Armored forms of at least the first ten you've had when you got the Omnitrix." Upgrade shakes his 'head' at her, "Picky, picky, picky." Gwen said, "There was XLR8, Rip-jaws, & Grey Matter; that means all that are left are Heat-blast, Diamondhead, Four Arms, Wild-mutt, Stink-fly, & Upgrade."

Upgrade went into his Omni-Armored form, which looks like Ben's human form's OA form but with black and green circuitry-themed interior and cablings. He looks at her in a mildly angered way and says, "I hope this will be to your satisfaction before the Hyper-Morphs come in."

They marched on until they met a few 'friends' of theirs: Kithulu soldiers! "It's them!" "Get them!"

Trent attacked head on with the firearms on him then successfully lead them away from the group by running away madly while Kenny followed him from behind the soldiers. OA-Upgrade shrugs, "Well, he certainly has courage." Joanne groans, "What good is it if he gets himself killed?"

Gwen noticed one of the orbs on OA-Upgrade's head shift quickly forward; the armored alien cousin of hers turned his attention in the 10 o'clock direction! Gwen asks, "What does that mean?" OA-Upgrade growls out, "Trouble."

Five people stand before OA-Upgrade; two females and three males in Kithulu uniforms, their leader seems to be the one with Risker on her belt. OA-Upgrade changed into a normal Ben in a flash, "I take it you want at me for killing the Risker that went out in search for the Units: your husband." Gwen gulped nervously, "Okay, I'll see them if we survive this afterwards!" but she didn't leave Ben's side, but rather stood beside him bravely.

Chelsea Risker shook her head at Gwen and clicked her tongue at her, "Never underestimate the Hyper-Morphs, little girl." Then they transformed—

The widowed Risker turned into a female Tetramand with some light-green crystalline spikes on her elbows and top of her forearms as well as forming a small tiara on her crown. "You may now call me… Diamond Arms, the most powerful of the Hyper-Morphs and their leader."

A freakishly skinny man turned into a tiny version of an Ectonurite, but with a Galvan's yellow eyes. "I am Ghost Matter."

A lovely female woman turned into a blue-skinned Kinecelaran in a black biological suit with green circuitry lines. "My name in this form is XLR Grade."

A gruff-looking muscleman turned into a werewolf-like creature with mane made of fire (can turn into a part-Pyronite version of himself). Ghost Matter translated his fearsome growls, "He is Wild Blast."

Rip-jaws with two eyestalks in place of each of his regular eyes, a set of thin insectoid wings on his back, 6 pincer legs, and an arrowhead-shaped stinger-blade on top of his behind. "And I am Rip-fly."

Ben was amazed, "Apparently the Hyper-Morphs are successful fusions of my alien forms; Diamond Arms is made from Diamondhead and Four-arms, Ghost Matter is Ghost-freak and Grey Matter——." Gwen interrupts, "I think I get the point. But remember that time when you turned into those mutated combo-forms? They had some serious drawbacks."

Diamond Arms walked up to her and said, "Which is why the Kithulu Corporation is full of loyal geniuses kissing their feet; we've heard about the exploits of Dr. Animo and took the liberty of confiscating his technology. Then we used it to our advantage in finding small traces of their alien forms' DNA around everywhere you go. Our Hyper-Morph powers are highly concentrated to being at least 20 times better than any of the combo-materials used to create or other forms, with some extra additions. Then there were cases of difficult alien machinery containing minor bits of information about your Omnitrix watch, then we discovered a small code to discovering the location of the only OE Units in our solar system and brought them to Earth."

Ben went Four-arms to take on Diamond Arms, surprisingly she took him on in a contest of strength. Four-arms growled out, "20 times stronger than either a Petrosapien or a Tetramand? You're nothing but talk!" Diamond Arms was amazed, even without the use of Omni-Armor, Four-arms is remarkably stronger than she expected! He spun her around and tossed her through several series of walls!

He received a telepathic message, "_It is apparent that you have been training yourself for a long time since you needed to be stronger, just like us._" Four-arms looked around and found the messenger: Ghost Matter! He growls out, "Despite your midget form you sure are annoying as hell! Because I may have been doing that, but not for _that_ kind of selfish reason!" Ghost Matter raised his arms upward and Four-arms went flying, following the path of Diamond Arms!

Gwen went to follow him, but her path was interrupted by a series of robotic arms! She found the source; XLR Grade is touching the technology of one of the laboratories in the building and using them by her mere thought to capture her. She said to Gwen, "Ghost Matter read your mind, your sorcery won't save you from the cyanide and arsenic I'm about to give you."

As XLR Grade gave Gwen a shot in the shoulder with the needle of poison, something went differently than she expected: Gwen went into a comatose-like state for a few seconds followed by a resounding belch in XLR Grade's face, which sent her flying!

Gwen later slipped out of the grip of the robotic arms yet her body was suddenly very gelatinous for a few moments before going back to normal. She found the reason for her sudden moment of self-mystery; an 6.9-foot (approx. 350 lbs.) orange reptile-skinned highly agile humanoid alien with a domed alien head with a cautious pair of green eyes, a pair of well-muscled legs with two-toed feet, and a pair of arms with three-fingered clawed hands. But the most relaxing part about this alien is the black-and-white suit with the Omnitrix symbol in the heart area of the front of the torso; it's Ben.

Gwen says, "I'm sorry, Ben… I guess these charms are faulty." The orange alien (Ben) said with a partially iguana-like squeaky and partially aquatic voice, "Excuse me, but Bio Slime is a biology version of Upgrade, so you're saved." Gwen exclaimed, "Huh?" that explained how come she got different effects from the cyanide/arsenic shot! "Can you manipulate biology and merge with it, even heal them?" Bio Slime said, "Anytime you'd like a good makeover or an appointment, just call Bio Slime." Gwen says, "Only if he can be a great doctor as well." Bio Slime says, "I've turned the poisons injected into you into a powerful serum that will give you a few minutes of superhuman attributes."

Hearing XLR Grade coming, Bio Slime flipped away and got caught by oncoming robotic arms! XLR Grade had caught him in the same tactic she used on Gwen. She came up to him and said, "That was awfully rude to spare a weak human's life like that!"

Suddenly, she changed back into her human form! "Hey," shrieked the woman, "what happened?" "I've learned a few secrets of the Omnitrix; including how to control the transformation of others with Omnitrix devices or in fact your Hyper-Morph genes." Bio Slime answered.

Bio Slime touched her and she immediately became inflated into a balloon-like state, "I can control your biology in this Contosian Biomorph form. Oh yeah, and don't even think about changing form, I've sealed it up."

Gwen grabs onto his shoulders, "I hope you can shapeshift too, because the others could be in trouble!" Bio Slime's arms turned into bat-like wings, "But only to an extent to survive the environment and ecosystem of the world I'm on. Well about these wings, I can do so for other forms of travel." He flaps his wings and took off into the air.

————

Trent finally found himself in a pinch just moments ago, but for now he and Kenny took a turn at a titanium-enforced room that looks like something out of 'Star Wars'. Kenny worked on the controls to extend the bridge and close the blast door behind them!

Kenny said to Trent, "I've destroyed the controls on both sides of this blast door as best as I could, but I don't think it'll hold for long." Trent groans, "I don't get it; I thought those UN and National Guard guys are on _our_ side today." Kenny explained, "Have you looked into their eyes? Some of them have got to be possessed by the freaky ghost-like alien Morphs around here."

Hearing the sound of flapping, Trent readies his firearm, "Now what?" but seeing Gwendolyn Tennyson on the back of the orange alien she's riding on calmed the both of them down. They landed beside them, Bio Slime said, "Call me Bio Slime." Kenny says, "Ben, there's a lot of possessed soldiers that used to be on our side after us." Gwen shivers, "Ghost-freaked out."

Bio Slime says "I can handle them." signs of Upgrade Morphs arrived when they crawled around every wall; the blast door opened revealing the possessed soldiers. Bio Slime flashed red and suddenly, all signs of Upgrade and Ghost-freaks are gone, replaced with humans, many of them falling to their deaths. With all the soldiers freed from possession, they pushed their solidified captors off the bridge.

Bio Slime asks, "Is my grandfather with you?" Remembering what happened, one of the UN soldiers replied, "He was able to avoid capture by these Morphs, sir." Gwen growls, "Grandpa's probably after Kraken." Ben calls out, "Move out!" he looks to Gwen and says, "Mass negation took a lot out of me, so the Hyper-Morphs would most likely be immune. You worry about the rest of the invasion, I'll worry about the Hyper-Morphs!"

————

Jennifer and Joanne found themselves in a real pickle, they've found themselves between Rip-fly in the water and Ghost Matter before them!

All of the sudden, the four of them spots an orb of a woman roll her way to the scene. Recognizing her unchanged head and face, Ghost Matter asks, "What in the seven hells happened to you, woman?" the former XLR Grade replied, "Ben is more versatile than we originally thought he'd be, even before he'd have an OE Unit or Omni-Armor; he can easily shut off our Morph transformation powers and his Biomorph form did this to my beautiful body!"

The girls took this chance to run away!

Rip-fly asks, "Hey? Did we order the little seals to go?" Ghost Matter says, "No. Why?" Rip-fly flies out of the water and points toward the escaping girls, "Because there they go!"

Ghost Matter looks at the former XLR Grade caringly, "I believe I may know how to build and operate a device that can allow me to biology manipulation mentally, but we're going to have to share the same body and I'm willing to sacrifice myself to make you stronger." XLR Grade nods, "Anything… to get at Gwen Tennyson… and defend Kithulu… my old friend!"

————

Bio Slime shifted to Heat Blast as he ran down the hallway and up each stairway to get to Valgus Kraken before his grandfather would. Diamond Arms broke out of the floor, "Vengeance shall not be ignored!" Heat Blast sighs, "You sound like one of my old classmates in the 6th grade." Wild Blast shows up and roars, surprisingly Heat Blast can read the fiery werewolf-like Hyper-Morph's thoughts. He said to Diamond Arms, "Sorry, Mrs. Risker, but Wild Blast wants to go toe-to-toe with me!"

Wild Blast's mane of fire exploded into a full-bodied werewolf version of Heat-blast! Heat-blast exclaimed in reaction to Wild Blast's super-transformation, "Holy shit!"

Diamond Arms showed off her ability to coat herself in a crystalline armored form, making her a four-armed female Petrosapien. Heat-blast gulped, "Okay, there's something I've never tried before… doubled."

Wild Blast dukes it out with Heat Blast, with Diamond Arms watching happily in the background.

————

Back with Gwen and the other two men, followed by the soldiers on their side, they all rushed as quickly as possible to find Kraken's office and met up with Jennifer and Joanne.

Gwen yells at them, "Just what the heck's chasing you two?" They both screamed, "RIP-FLY AND GHOST MATTER!" Gwen looks behind them and gulps nervously, "Don't you mean Rip-fly and XLR-Grade Freak Matter?"

A freaky new combination of a pair of old friends is following Rip-fly; she's in the elfin shape of a female Hyper-Morph, XLR Grade, but her blue skin has become paler and her eyes looked more gothic as well as show signs of high intellect. Plus aside from the circuitry-like bodysuit was skull and crossbones emblazoning on her shoulders and above her chest! She spoke in a voice that's like a computer/ghostly combination of the four forms that made her; "Carmilla Cyber-XLR800IQ is here!"

Gwen says, "Oh my god! The presence of both the humans that she used to be are long gone and replaced with that powerful demoness!" Carmilla said, "With technology, intellect, speed, and ghostliness on my side… I'm invincible!"

Rip-fly says, "Just by doing that, the old ones are lost forever." Gwen says, "Blast it, Ben! Where are you?"

————

Heat-blast is thrown through wall after wall from one throw by Wild-blast and was forced out of the building even further by Diamond Arms' sonic wave clap!

When they came towards the shattered window to look for the finished off foe… what they found was too terrifying——

A white-and-black (more white than black) gigantic pteranodon/tupuxuara-like alien with the Omnitrix crest on its center-chest cockled and squawked (Ben transformed again), before saying in the voice belonging to a male with a lone wolf persona, "Weaklings… never look down on such an enemy." Then he screeched at his foes, forcing them to cover their ears!

The screech produced powerful sonic waves that shattered Diamond Arms' crystalline armor and parts to gems and forced Wild-blast to change to non-flaming form then cringe to the ground in massive pain!

————

Gwen felt someone on a telepathic level saying to her, "A powerful sonic attack is coming, cast a protection spell over those not sided with Kithulu." Gwen shouts out, "Ankylos Vielus Sonos!" therefore doing so.

The screech reached inside of the building; causing Carmilla to get shaken and fall to the ground, "Powerful… shockwaves… ripping… cells… can't… take… any… more." Finally she fainted, before splitting up into normal Ghost Matter and XLR Grade, before they turned into their human forms. Rip-fly was also forced to fall to the ground.

————

Although protected from the massive sonic attack, Max knew what was responsible for the powerful sound, or more likely whom; he said with light chuckle "Looks like somebody found a Stratoxura form."

————

Ben, in his new form, said "Since I, as Strato-Galer (Ben already named it), am about the size of a jumbo jet and really powerful at the same time at that, I cannot attack a building with innocents still inside." FLASH! Ben changed into Ben-wolf, who grew a little bigger than before and is sporting some longer hair (and fur), "I'm going to take you down with my smaller forms' power."

He called out, "Omni-Armor!" FLASH! Ben-wolf gained the Omni-Armor; the armor shaped him to an acrobatic werewolf-shaped armored form, colored mostly black with blue linings. He said to them, "It looks like I'm going to have to eliminate you before you show off more abilities you've stolen from me. Let's see how you like my super-powered ultrasonic howl!"

Directing his howl at two of his fallen Hyper-Morph foes, two tiny orbs at his muzzle glowed a bright green and lets virtually visible waves down on Diamond Arms and Wild-blast, but in the process he turned the both of them into molecular dust along with the floor for several series down.

————

Sensing something, Gwen and the group with her looked up and saw the ceiling give in, producing a circular hole and blasting the last three Hyper-Morphs to dust!

Gwen was amazed at the sight of OA-Ben-wolf, "OA-Ben-wolf? Cool! And what's best is that you've gotten rid of the three Hyper-Morphs after us! Thanks!" OA-Ben-wolf says, "That did it with all the Hyper-Morphs. What about the former Hypo-Morphs and former regular Morphs?" a trooper from nearby Jennifer said, "Thanks to you, we're having a lot less problems."

Orbs in the panels close to the ear-like horns of OA-Ben-wolf's head shifted a little bit forward, he said, "I smell the presence of someone related to Jennifer by DNA patterns 113 floors down from where I'm standing… it's gotta be——" Jennifer exclaimed, "My grandfather!"

————

In Kraken's office, Valgus Kraken removes the overcoat part of his Italian suit and places it in his chair. He turns to his door to find his old friend and former co-worker, Max Tennyson (in his old Plumber uniform), facing him…

The two looked at each other, face-to-face, ready to fight.

Kraken says calmly, "Max." Max replies, "Valgus." Kraken says to Max, "Let's make this a fair fight."

"I've once waited for you, oh old friend," smiled Kraken, "We meet again. The circle is complete, when we worked together we were co-workers, now _I_ am the employer." Max sternly says, "Only the employer of chaos, Valgus."

The two former Plumbers exchanged mighty Kung Fu blows toward each other, only to have it blocked or evaded by the other. Surprisingly, despite being so old they displayed amazing feats of spryness, brawn, and stamina around the office; smashing furniture, breaking glass, etc.

"Your physical prowess hasn't left you, old friend," sighed Kraken, "You should not have come to interfere." Max said, "Well, maybe a little roughhousing will take some fight out of you so that my grandson will be spared from whatever you have in store." Then the two continued their battle.

————

Ben changed back to human form without the armor as soon as he got to the door with the others with him. Ben sighs, "Omega Cannons, Elbow Blades, Mouth Spheres, Belt Globe, Cranial Pearl… I think I'm getting a hang of the Omni-Armor." Gwen looks at him, "What's with the names of the gear? I've never seen the Arm Blades, Belt Globe, etc." Ben's eyes widen, "Oh no."

Kenny opens the blast door leading into a laboratory full of people in tubes. The air in the room was cold as ice, in fact—— Kenny says, "Ben, did the smell of familiar DNA seem cold almost frozen to you?" Ben nods, "Yeah." ZAP! Ben shifted into Upgrade and merged with the half-frozen control panel, then what appeared to be blue lights became red. The temperature rose to a more comfortable level.

The tubes opened releasing the human captives within… they were surprised to see themselves being rescued so impossibly. Dr. Takagi walked into the room, he called out, "Eugene! Eugene Knox!" a man's voice coughed out, "How many Eugene's do you think are in here?"

A man of 68 years of age and dressed in laboratory clothes came out of one of the tubes, Jennifer instantly recognized him, "Grandfather." Eugene looked at her, "You look 15 years older than 6, but that's all the better, Jenny!" Then they hugged!

Gwen says, "Okay… lots of love; moving on!" one of the UN soldiers asks, "Where did that shapeshifter ally of ours go?" Gwen notices the control console Upgrade melted into and realized, "He's traveled into the Kithulu Corporation's computer system!"

————

Upgrade made it to the main computer, which happens to be in Kraken's office. He witnessed the battle between the head of Kithulu and his grandfather but witnessed something a little more horrid; an Omnitrix multi-launch program among other programs. The technology was not only siphoned from Dr. Animo but from Vilgax's crashed ship as well!

ZAP! Upgrade popped out of the computer and shifted back into Ben, "So you've planned to turn everyone into a Morph by your own power?" Noticing Ben at the desk, the two fighters stopped in their tracks. Hearing an explosion on the roof, Ben looked upwards and saw multiple green lights flowing into the sky, "Talk about being almost out of a job."

Max asks, "What do you mean, Ben?" Ben answered, "As long as Kraken is still alive, he'll go after the successfully duplicated Omnitrix watches he's just launched. Thanks to Dr. Takagi's meddling, he didn't duplicate the OE units so he'd launch them too."

Kraken cackles, "So… as your Galvanic Mechomorph form, you've eavesdropped on my plans while trying to save your grandfather. How naughty for one who calls himself a hero." Ben says, "I will not allow you to brainwash people with duplicate Omnitrix watches, or let them fall into the hands of terrorists."

Gwen's voice was heard, "If that was Valgus Kraken's plan, then he was no Plumber just a big leak!" she and the others arrived. Jennifer's grandfather, Dr. Knox, shouts to Kraken, "It's over, Kraken! Your Morphs are defeated and your genetics labs are destroyed." Ben says, "And your data on the Omnitrix and the pre-data on the OE units got sucked into my head while I was Upgrade."

Kraken slowly shook his head and clicked his tongue at them, "If you think I relied on simple technology like that if it were destroyed… you're so wrong." His eyes glowed a fiery red.

Max felt his insides crunching and his stomach churning, "What's going on?" Gwen saw her skin turn red and like bright burning coal, "Am I going Heat-blast?" Ben realized, "Kraken's got the vitakinetic power to turn others into some other creature by his mere thought!"

Ben's theory was proven true when all of his allies in the building began turning into their individual versions of the alien forms he's taken over the years; including Dr. Takagi changed back into Ripjaws, Trent went Cannonbolt, Kenny bloated into Upgrade, Joanne went XLR8, Jennifer and her grandfather going Fourarms, Gwen going Heat-blast, and Max becoming a slightly pudgy Diamondhead.

Ben was horrified by Valgus' terrifying power but then came his command, "Step back." Everyone's transformed bodies uncontrollably obeyed. Gwen grunts out, "My body is… under his… control… obeying him."

Ben growls, "Bastard." Then Ben heard an angelic voice inside his head, "_Use the original creators' form, Sir Benjamin._"

Ben's back sprouted a pair of angelic avian wings that glowed with an intense but heavenly golden radiance! They enclosed him within a feathery golden cocoon and then… FLASH! The wings turned into a blizzard of radiant golden feathers revealing a humanoid alien with an angelic appearance and face. Smooth green orb-shaped gem-like parts protruded from his kneecaps, elbows, breast of chest, palms of hands, top of his feet, and on the center of his forehead. His back and elbows produced angelic hair/feather-like parts. Long feathery blond hair grew was his ears became elfin and his crown developed an M-shaped 'crown' framing his face. His only garments included a black breechcloth with a white belt that has the Omnitrix symbol as a buckle.

Valgus was impressed by Ben's new form, "Now _that_ was never on your repertoire of alien species." Ben's new form introduced himself; "This form is completely new to me, yet he seems to be the original creator for the designs of the Omnitrix and its Evolution Lens." He closes his still-green eyes, and then gets an insight, "A virtually extinct Conjurangel Omega from the destroyed planet of Conjuras Alpha. But I'll call him, Creator Wing."

Max was amazed, "The true designers of the watch, and their species was locked so deep into Ben's own Omnitrix." Gwen says (with the yellow of her flames turning a brighter red), "If anyone can… Ben 10X can."

Valgus shrugs, "Nice try, kid. But I don't buy tricks." Creator Wing says, "If I'm selling tricks, then wouldn't be human yourself. Now would you? Morph Lord." Everyone exclaimed in confusion, "MORPH LORD?"

Valgus says, "Now that you've exposed my true self, come and get me!" Creator Wing sent the human-looking Morph outside of the building with a mighty kick. Knowing it was too easy, Creator Wing stepped outside of the building, surprisingly walking on thin air, to check out if Valgus Kraken was truly dead now.

Max and Gwen exclaimed in unison, "Psychic powers."

Creator Wing suddenly became startled, "Such power rising." Kraken's voice was heard, "How right you were to never celebrate so prematurely, fool. You and your allies have yet to see the magnificence of the Morph Lord. And with one of the OE Units, my powers will envelope the Earth with Morph slaves of my own!"

Ben has found the Morph Lord; he appears to be a carnivorous green-scaled dinosaur that tried to take on a humanoid form. On his forehead over his third eye was an organic red crystal of some kind like Creator Wing's. Judging from the way he's flying like Creator Wing, he's a psychic as well.

Trent exclaimed with his deep Cannon-bolt voice, "HOLY SHIT!" Creator Wing was surprised, but gently exclaimed, "Oh dear."

The two psychic humanoids began their psychically energized hand-to-hand combat; at first it seemed like Creator Wing had the upper hand, but the Morph Lord proved otherwise after five physical blows to the angelic alien's face. When it seemed like Creator Wing was about to be skewered by the antenna on another building's roof, it bended like rubber and bounced him back at his opponent!

Gwen says, "It appears that Creator Wing has the power to manipulate reality with his psychic powers, but even his species have their limitations along with their god-like powers." Kenny says, "I agree; Ben's almost built like a tank and well-educated in several ways, and that accounts for his many alien forms. But while being like Superman, his psychic power supply appears to need some rest before reactivating again." Trent asks, "Who are you? The narrators?" Max says, "Well, it's also apparent that he needs massive amounts of concentration."

Gwen and Kenny's hypotheses were correct; Creator Wing is physically built like Ben if he were human and his willpower's massively strong while empowering his psychic strength. But due to the massive power the Morph Lord's packing, Ben needs a lot more than what he already has.

Suddenly, another one of Kraken's special powers was revealed; his right hand crystallized and fired projectile spikes at Creator Wing, who sets up a psychokinetic aura of invulnerability for a few short moments. When he lets it down, the Morph Lord comes in with two red-colored and muscular right arms instead of the crystal arm and pounds him flying backwards, crashing through another building, which got reduced to a pile of rubble!

Creator Wing groaned in pain while pushing the rubble off of him, "Not only is he a powerful psychic with a multitude of brain-based powers, but he has added the DNA of all the aliens I've become over the years to his and is capable of accessing them and their powers through shapeshifting some of himself!" The Morph Lord said, "I can also make those powers stronger than before. Face it, you and I are the same."

Creator Wing grunts out, "If we met 10 years ago, I would've said the same answer as this; 'we're not the same'. Before the Omnitrix came into my life, I was just a typical 10-year-old boy, a child, I've just wanted to help people in trouble like a superhero as well as have fun. Then the Omnitrix came in and helped me along the way, I've grown up faster with each lesson I've learned, as well as know that this alien device has the potential to stop all creatures from warring with each other. So I'm going to continue my work as a paladin of peace and justice!

"I've come to accept the responsibility placed upon my shoulders that has come with this great power of great powers. But it seems like to me that you are driven insane with your knowledge on genetics, you're consumed in making the world yours. In other words—— OMNI-ARMOR!"

FLASH! OA-Creator Wing is formed, a golden seraphic-themed armored version of Creator Wing. "You're going down, villain."

OA-Creator Wing lands a double punch to the face of the reptilian emperor of the Morphs, sending him over the horizon! Even though the armor's power amplified Creator Wing's psychic powers and physical prowess, OA-Creator Wing figured that that the Morph Lord would never let himself become like a total loser so he cleared his mind of all thought and focused on Kraken.

Green slime was blasted into his face; Kraken must've mimicked Stink-fly's slime-spewing ability. By means of telepathy, OA-Creator Wing shouted into the thoughts of every one of those on his side, "_Get out of the building while you still have a chance_!"

Using their newfound alien form's abilities, everyone escaped from the Kithulu building as OA-Creator Wing crashed through a series of floors throughout the building with Morph Lord Kraken stomping on him!

Having his arms pinned and away from his chest plate by his opponent, OA-Creator Wing found himself in a critical position and situation. The Morph Lord said, "Give me the OE Unit." OA-Creator Wing replied, "Even if that were possible, it's no longer something to give, I've chosen my destiny; I am Ben 10X!"

The chest plates opened on their own, revealing the Omega Cannons, fully charged and ready to fire! Frightened by the sudden power, "It's partner that's also a part of you?" OA-Creator Wing shouts, "Divine Omega Cannons!" the powerful energy lances out a blast of energy skywards, slamming into Valgus Kraken the Morph Lord, not only destroying every one of them it completely, but also towering all the way past the Earth's exosphere, by a mere 200 miles!

As soon as the blast ended, the chest plates closed up again. OA-Creator Wing said, "I don't have to use my hands to open my ultimate weapon. The watch's symbiotic consciousness was amplified enough to protect me." Then the black building crumbled down on top of him.

Outside of the destroyed building, the aliens that used to be human started to feel weird again… their bodies shifted back into complete human form! Dr. Takagi concentrated, but no Rip-jaws form, "All human!"

Gwen and Max charged into the rubble, looking for the missing hero.

"BEN!"

"You don't have to shout," shouts a familiar voice, "I'm not going deaf!"

Phasing out from the ground came OA-Creator Wing, shedding the vanishing armor and revealing Creator Wing as he changes back into Ben Tennyson.

Ben coughed out, "Guys… make a note… I need a vacation." Max asks, "Would you care for some time with a family again?" Ben chuckles out, "I guess I better owe them a visit."

Ben was invited for his acts of heroism for the fall of Kithulu.

To be continued…


End file.
